Bylaws

BYLAWS OF THE ILLINOIS ASSOCIATION FOR 

FLOODPLAIN AND STORMWATER MANAGEMENT

Article 1. Membership

The membership of the Association shall be as hereinafter set forth.

1. A person becomes an individual voting member upon payment of dues and enrollment on the list of active members of the organization.

2. The annual dues of the Association shall be set and adjusted from time to time as needed by the majority vote of the Executive Committee. Dues are payable at the start of the membership year on or before May 1 of each year.

3. Any member delinquent in payment of dues after the annual conference of each year shall be dropped from membership.

4. The Executive Office is responsible for sending out notices (via mail and/or electronic means) and collecting dues and will be assisted in this responsibility by the members of the Membership Committee.

5. The Board of Directors may establish categories of non-voting membership and establish different dues for them.

Article II Meetings of the General Membership

1. Annual Meeting - The annual meeting of the general membership of the Association shall be held in accordance with the Constitution in conjunction with the Spring Conference of the Association. Members shall elect the officers for the Association; may establish policy by resolution; may amend the Bylaws; may consider and revise proposed amendments to the Constitution; and may conduct other business and activities.

The annual meeting shall be held at such time, date and place as may be designated by the Board of Directors. Ballots for Officers and for any amendments to the Constitution or Bylaws shall be made available at the annual meeting.

1. Special Meetings - All business and activities that may be conducted at the annual meeting, except for election of the Officers, may be conducted at special meetings of the general membership. Special meetings of the Association may be called at any time by a majority of the Board of Directors.

2. Notice of Meetings - Written notice of each general membership meeting of the Association shall be given by mailing and/or emailing a copy of such notice at least 21 days before such meeting to each member, addressed to the member's mail and/or email address last appearing on the books of the Association or supplied by such member to the Association for the purposes of notice. Such notice shall specify the place, day and hour of the meeting notice, and, in the case of a special meeting, the purpose of the meeting.

Article III. Board of Directors

1. Membership. The membership of the Board of Directors shall be as established by the Constitution of the Association.

2. Officers and Committee Chairs

3. Resignation: Any officer or committee chair may resign at any time by giving written notice to the Board, the Chair or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4. Removal: Any elected Officer may be removed from office by majority vote of the members present at a general membership meeting of the Association, called in accordance with Article II. Any committee chair may be removed from office by direction of the Chair, subject to confirmation by majority vote of the Executive Committee.

5. Vacancies: A vacancy in any office may be filled by appointment by the Chair, subject to confirmation by the Executive Committee. The officer appointed to such vacancy shall serve for the remainder of the term of the officer replaced.

6. Multiple Offices: No person shall simultaneously hold more than one elected office.

7. Duties: The duties of the officers are as follows:

8. Chair. The Chair shall preside at all meetings of the Association and the Board of Directors and shall see that orders and resolutions of the Board are carried out.

9. Vice Chair. The Vice Chair shall act in the place and stead of the Chair in the event of absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required by the Board.

10. Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the membership meetings, and shall perform such other duties as required by the Board. The Secretary shall prepare and mail and/or email notices of all meetings of the Board and general membership.

11. Treasurer. The Treasurer shall have the custody and control of the funds of the Association, subject to the action of the Board of Directors, and shall report the state of the finances of the Association at each meeting thereof. The Treasurer shall also perform such other services as the Board may require from time to time. The treasurer may issue payments according to the organization’s policy regarding the same and as they have been pre-approved during the Association’s budgeting process or by a different approval action of the Board of Directors. By a majority vote cast via email, in writing, or in-person, the Executive Committee may otherwise approve the Treasurer’s payment of an expense up to $25,000. The Treasurer and Chair shall be bonded at the discretion of the board.

12. Immediate Past Chair. The Immediate Past Chair shall be the immediate past Chair, unless such individual is unable to serve, in which case another former chair shall be appointed to the position in accordance with Article VI below. The Immediate Past Chair shall act as an advisor to the Board of Directors. The Immediate Past Chair shall discharge such other duties as may be required by the Board.

13. Quorum. A quorum at a meeting of the Board of Directors shall consist of at least five members including at least two members of the Executive Committee.

14. Voting Required. The affirmative vote of the majority of the Directors present at the meeting in which a quorum is present shall be required for any act of the Board of Directors except as otherwise set forth in these Bylaws.

Article IV. Committees

1. The Chair may establish or abolish other committees as needed, subject to approval of the Executive Committee. For the purpose of conducting business in an orderly and timely manner the following standing committees are hereby established: Stormwater Management Committee, Floodplain Management Committee, Legislative Committee, Newsletter Committee, Nominations and Elections Committee, Awards Committee, and Annual Conference Committee.

2. Committee Chairs of the other committees shall have the same rights and duties as members of the Board of Directors as the chairs of the standing committees.

3. The Chair shall annually appoint committee chairs with the approval of a majority vote of the Executive Committee within sixty (60) days of the officer elections. Committee chairs must be members of the Association for a minimum of one year preceding the appointment.

Article V. Amendments

At any meeting of the board of Directors where a quorum is present, the Board by a two-thirds vote may amend the Bylaws in conformity with the Constitution, provided that written notice of such shall have been made to each Board member at least 21 days prior to the meeting at which action thereon is to be taken. Alternatively, the Bylaws may also be amended by a majority vote of the members present at any Association meeting when at least 35 voting members or one third of the membership is present.

Article VI Executive Committee, Officers, and Executive Office

1. Voting for elected Executive Officer positions (Chair, Vice Chair, Treasurer and Secretary) takes place every year at the annual conference. Nominations from the membership must be submitted at least 30 days prior to the conference.

2. The nominations committee shall secure and evaluate nominations for elected positions which may be made by any member, including the nominee. Nominees must be members of the Association.

3. Votes can only be placed by Association members by either a paper ballot provided at the annual conference and submitted at the annual conference or, if available, the online voting procedures provided by the acting Secretary and/or Nominations Committee.

4. In the event an Immediate Past Chair is unavailable or unable to serve in the position, the Chair may, with the consent of the majority of the Executive Committee, appoint another former Chair to serve as Immediate Past Chair.

5. By majority vote, the Executive Committee may adopt organizational policies.

6. The Board of Directors may establish an Executive Office by hiring staff, by contracting staff, or by agreement with an agency or organization. The duties of the Executive Office staff shall be as assigned by the Board.

Article VII Finances

1. The Board of Directors shall adopt a budget each year. The initial budget shall be proposed by the acting Treasurer and revised and approved by majority vote of the Board of Directors.

1. The budget may allow funding travel expenses on Association business, including conferences. Priority for funding conference travel shall go to the five officers. The second priority for travel funding shall go to committee chairs. Travel requests and expenses shall be approved by the Executive Committee.

Article VIII Tax Exempt Status

1. The Association is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

2. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the Association shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or corresponding-section of any future federal tax code. In accordance with Article X of the Constitution, upon the dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding, section of any future federal tax code, or shall be distributed to the federal Government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

Adopted: March 21, 1991

Amended: March 18, 1999

Amended: March 9, 2006

Amended: March 13, 2008

Amended: November 13, 2024